EX-99.2 3 exhibit992-votingresultsx2.htm EX-99.2 Document

Exhibit 99.2

SHOPIFY INC.
Annual Meeting of Shareholders

Report of Voting Results

Following the annual meeting of shareholders of Shopify Inc. (the "Company") held on June 4, 2024 (the "Meeting"), in accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting:

1.Election of Directors

The nine (9) nominees for director that were proposed by management of the Company were elected by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes cast for each nominee were as follows:

Director
Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
Tobias Lütke1,612,519,33498.10%31,288,2251.90%
Robert Ashe1,462,767,03088.99%181,041,89411.01%
Gail Goodman1,254,798,63976.33%389,010,28523.67%
Colleen Johnston1,589,328,00096.69%54,480,9253.31%
Jeremy Levine1,584,189,63196.37%59,619,2743.63%
Prashanth Mahendra-Rajah1,605,261,51597.66%38,547,1802.34%
Lulu Cheng Meservey1,643,010,72199.95%797,4940.05%
Toby Shannan1,637,461,34899.61%6,347,3900.39%
Fidji Simo1,525,960,56092.83%117,846,8757.17%

2.Appointment of Auditor

PricewaterhouseCoopers LLP were appointed as the Company's auditors by a majority of the votes cast by shareholders present or represented by proxy at the Meeting, and the directors were authorized to fix the auditors' compensation. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Withheld
% of
Votes Withheld
1,727,067,99099.52%8,275,4120.48%

3.Approval of Unallocated Options Under the Stock Option Plan

The unallocated options under the Company's Stock Option Plan, as amended, were approved by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
1,036,684,88863.07%607,124,03736.93%




4.    Approval of Third Amended and Restated Long Term Incentive Plan

The Company's Third Amended and Restated Long Term Incentive Plan and the unallocated awards under such Long Term Incentive Plan, as amended, were approved by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
1,068,039,34464.97%575,765,11735.03%

5. Advisory Vote on Executive Compensation

The advisory resolution on the Company's approach to executive compensation was approved by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The votes were cast as follows:

Votes
for
% of
Votes for
Votes
Against
% of
Votes Against
1,137,203,75669.18%506,605,10430.82%


Dated this 5th day of June, 2024.

SHOPIFY INC.

/s/ Michael L. Johnson

Per:    Michael L. Johnson
Corporate Secretary